Intertek iCare Terms and Conditions (T&C)

Welcome to the Intertek iCare subject to the following terms and conditions, which from time to time may be changed by Intertek without notice ("T&C"). You, as the Client, or an employee or agent of the Client, are responsible for ensuring your knowledge of, and compliance with the T&C. The T&C are and shall be construed as a contract between You and Intertek subject to specific terms to be further agreed to between you and Intertek, if any, in the event of your use of any particular type of online solution provided by Intertek based on or in association with the Service. Delivery of the T&C to You is presumed to occur at the time You submit any application for access for any Service on any Intertek platform, and again whenever You affirmatively submit any acknowledgement approving and agreeing to the terms and conditions of the T&C (including a "click" on any "I Agree" button, or its equivalent). You acknowledge receipt of the T&C upon and at each such time and acknowledge that use of any Service and any other specific solution provided by or via Intertek confirms the creation and existence of a contract between You and Intertek.

 

  1. PARTIES

"Intertek" refers to Intertek Testing Services Hong Kong Ltd, its subsidiaries, affiliates, parent and their future assignees. "You" or "Your" or “User” refers to the entity that has been authorized to use the iCare service.'

 

  1. DESCRIPTION OF THE SERVICE

You are solely responsible for the acquisition, configuration, monitoring, maintenance and management of all hardware and software at Your location, including, but not limited to LAN, computers, software, telecommunications, devices, and Your network connection to the Service. You must pay any fees associated with access to the network. The Service may not be available during periods of system maintenance, repairs and upgrades. Intertek does not guarantee the accuracy, quality or usefulness of the Service in excess of the degree and extent which is reasonably and normally required of other providers of the same or similar online systems or solutions who are in the same industry as Intertek. You are hereby specially informed and agree that the Service is both technically and legally separated from any other services provided by Intertek which means that by providing the Service Intertek is merely providing no more than an online technical infrastructure for accessing to information and data, therefore Intertek is not responsible and shall not be held liable for any aspect of the data You access to by use of the Service including without limited to veracity, accuracy, sufficiency, integrity, conformity and legality; You assume and bear all and any risk in the use the Service except to the extent of willful misconduct or gross negligence of Intertek.

 

  1. CONFIDENTIALITY

By virtue of the T&C, You, who might also be an employee or agent of the Intertek’s client (“Client”), and Intertek may have information that is confidential to the Client, You, Intertek or another party (“Confidential Information”). You and Intertek agree that ownership and use of Confidential Information is governed by the current T&C and/or the applicable separate contract/agreement between the Client and Intertek or another party. In the absence of that, Intertek will not disclose Confidential Information, except that Intertek reserves the right at all times to disclose any information as Intertek deems necessary to satisfy any applicable law, regulation, legal process or governmental request. Notwithstanding the foregoing, You agree that Intertek may compile statistical or performance information related to the operation of the Service, which information Intertek may use for any purpose. Should Confidential Information of the Client, Intertek or another party become available to You while using the Service, and you are not authorized to receive such Confidential Information, You agree to not use such Confidential Information in any manner and You agree to immediately notify Intertek of the disclosure.

 

  1. INTELLECTUAL PROPERTY

4.1   Subject to your compliance with this T&C, any applicable license agreement with Intertek and the applicable laws and regulations, you may access and use the Service. Intertek remains the sole owner of all right, title, and interest in the Service and reserves all rights not expressly granted under this T&C. Intertek may modify, replace, or discontinue the Service or any part thereof at any time, for any reason, with or without notice, in Intertek’s sole discretion. Intertek provides the Service on an "as is" and "as available" basis.

4.2   All content on this Service, including but not limited to images, footage, music, and related metadata ("Intertek Content"), as well as the selection and arrangement of the Intertek Content, are protected by copyright, trademark, patent, trade secret and other intellectual property laws and treaties. Any unauthorized use of any Intertek Content violates such laws and this T&C. Except as expressly provided herein or in a separate license agreement between you and Intertek, Intertek does not grant any express or implied permission to use the Service or any Intertek Content. You agree not to copy, republish, frame, link to, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Service or any Intertek Content. In addition, you agree not to use any data mining, robots or similar data and/or image gathering and extraction methods in connection with the Service or Intertek Content.

4.3   Unless you enter into a license agreement with Intertek you may not download, distribute, display and/or copy any Intertek Content.

4.4   You may not remove any watermarks or copyright notices contained in the Intertek Content.

 

  1. USE RESTRICTIONS

5.1 You and Intertek agree that ownership and use of any information is governed by the current written T&C and the applicable contract or agreement, if any, between the Client and Intertek, or another third party. The Service contains information, data, text, software, and other materials (collectively the "Content") that may be protected by copyrights, trademarks, trade secrets and other proprietary rights. User may print, copy or download reports/data from the Service for User’s own purposes, provided that any copyright and proprietary notices originally contained in the materials shall be included in all copies and the use is in compliance with this T&C and all applicable agreements between the Client and Intertek or another third party. Except as expressly authorized by Intertek, You agree not to copy, modify, delete, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the routines, software, codes, systems, programming used in the Service. All routines, codes, systems, software, programming, and all related information, text, programming, designs, and graphics relating to or supporting the Service, and together with the “look and feel” of the Service, are the exclusive and sole property of Intertek. You covenant and agree that any rights of use which You obtain are in the nature of a limited use non-exclusive, non-assignable, and cancelable at-will license only, and that all uses of the Service inure to the sole benefit of Intertek.

 

For any image, footage, text, audio, or any other content that you upload or post to the Service (“Your Content”), you represent and warrant that: (i) you have all necessary rights to submit Your Content to the Service and grant the licenses set forth herein; (ii) Intertek will not need to obtain licenses from any third party or pay royalties to any third party with respect to Your Content; (iii) Your Content does not infringe any third party's rights, including intellectual property rights and privacy rights; and (iv) Your Content complies with this T&C and all applicable laws.

 

By uploading Your Content, you grant Intertek the right to copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from Your Content for the purpose of allowing you to edit and display Your Content using the Service and archiving or preserving Your Content for disputes, legal proceedings, or investigations. Notwithstanding the foregoing, the license for legal archival/preservation purposes will continue indefinitely.

 

You may not upload, post, or transmit any video, image, text, audio recording, or other content that:

  • Infringes any third party's copyrights or other intellectual property rights or any right of publicity or privacy;
  • Contains any pornographic, defamatory, or otherwise unlawful or immoral content.
  • Exploits minors;
  • Depicts unlawful or violent acts;
  • Depicts animal cruelty or violence towards animals;
  • Promotes fraudulent schemes or gives rise to a claim of deceptive advertising or unfair competition; or
  • Violates any law, statute, or regulation.

 

5.2 You are licensed and agree to use the Service for lawful purposes only. You agree not to create any content or otherwise transmit any information or material that: (a) is false or misleading; (b) is harassing or invades another's privacy, harms minors in any way, or promotes bigotry, racism, hatred or harm against any group; (c) is obscene; (d) infringes another's rights, including but not limited to intellectual property rights; or (e) constitutes spam. You, and not Intertek, are responsible for all Content and other materials that You transmit or use via the Service. The Service may provide You with the ability to upload Your Content to dedicated, non-public areas of the Service that are accessible to other subscriber groups, including Intertek users. These dedicated non-public areas of the Service will be accessible only to select Intertek users and those persons with whom the Client decides to register the content password and account information, such as You. At such time as You may upload Your Content to any area of the Service, You warrant that all so-called moral rights in Your Content have been waived. Intertek retains the right, but not the obligation, to remove or delete any Content that is available on the Service, including Your Content. You agree that Intertek in its sole discretion, may at any time: (a) remove any content or Your Content, information or material from the Service, (b) make changes to or discontinue any and all aspects of the Service, and (c) restrict online storage, including the uploading of Your Content, in excess of user storage allocation capacities which may be specified by Intertek. Rather than restrict online storage limits, Intertek may negotiate a charge with any subscriber having a need for additional storage. Intertek expressly reserves the right to suspend or terminate an account if use of the Service is likely to interfere with the Service or cause loss or damage to the Client, Intertek or any third party. You shall be liable for any such use that results in any loss or damage and shall indemnify Intertek pursuant to the terms of the T&C. You also agree that You will not decompile, reverse engineer, disassemble, or copy in whole or in any part any of the programs or codes of the Service, nor will You copy or use any designs, trademarks or other marks, logos, or designs of the Service unless expressly permitted pursuant to the T&C. Intertek has no obligation to monitor communications within the Service. However, Intertek reserves the right to review materials posted or transmitted to or through the Service, and to remove any materials in its sole discretion. Intertek reserves the right to terminate Your access to the Service at any time, without notice, for any or no reason whatsoever. Intertek reserves the right to refuse to post any information or materials. Intertek may, but is not required to, immediately terminate any account or user that it believes, in its sole discretion, is violating this T&C, without recourse.

 

5.3 You may not access, download, use or export the Service, or any information not belonging to You, or the content, software, products or services provided on the Service in violation of export control laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all applicable export control laws and other laws and regulations, restrictions of any State, and/or foreign agency or authority. You will not, directly or indirectly, provide or otherwise make available the services and products of Intertek in violation of any such restrictions, laws or regulations, or without all necessary approvals, including, without limitation, all approvals for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction, or development of missile technology. As applicable, You shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to Your own use of the Service. Neither the Service nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, (i) in or into Russia, Belarus, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country subject to U.S. or other countries’ trade sanctions, to individuals or entities controlled by such countries, wherever located, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders or on similar lists of other countries or organizations.

 

5.4 You are responsible for maintaining the confidentiality of any password or other security information You are provided to access the Service. You are responsible for all activities that occur under Your password(s) and account. You must notify Intertek immediately of any actual or suspected unauthorized use of Your password(s) and account. The Client is responsible for providing internal-client and external user access (via username and password creation) to its any information contained in the Services. The Client is responsible for appointing a Service administrator and for advising Intertek of such appointment and subsequent changes. The Client is also responsible for disabling internal-client and external user access to the Service and Your access to Any information contained in the Service – in the event of termination as an employee or agent. In the event of termination of employment or agency with the Client, You agree that You shall not access or utilize the Services. Intertek cannot and will not be responsible for any loss or damage arising from Your failure to comply with these requirements. Internal-client and external users are responsible for complying with the terms of the T&C, including terminating such use in accordance with the terms of any separate agreement with the Client.

 

  1. DATA PROTECTION

Intertek will provide the Service and implement the relevant data protection measures at the level which is generally accepted and adopted in the industry in which Intertek operates and to the extent practicably reasonable and/or separately agreed with the User or the Client (if any) in the light of the traits and features of the specific online Service provided to the User and/or Client.

 

  1. PERSONAL DATA

You are responsible for maintaining the confidentiality of any personal data stored on iCare or downloaded to the Service through iCare. You are responsible for complying with all applicable laws governing collection, storage, processing and transfer of such information. You authorize Intertek to process data as required to facilitate the provision of the Service. Intertek will process personal data in accordance with the instructions received from You and will not process such data in a manner different from that necessary to carry out Intertek’s obligations under the T&C. You warrant that You have provided users with all appropriate notices and have obtained all appropriate consents to transfer the data to us and allow its processing according to the terms of the T&C.

 

  1. TERMINATION OF ACCOUNT AND/OR SERVICES

Intertek may terminate or discontinue the Service provided or access to iCare immediately, without prior notice, for any or no reason. Intertek may, but is not obligated to, delete archived data. You may terminate Your use of the Service at any time and must do so immediately in the event of your termination as an employee or agent of the Client. Upon 30 days advance notice to Intertek, Intertek will terminate Your authorizations relative to the Service, and remove any of Your personal Any information from the Service.

 

  1. DISCLAIMER

THE SERVICE, AND ALL CONTENT PROVIDED BY INTERTEK ON ICARE, ARE PROVIDED BY INTERTEK ON AN "AS IS" BASIS. INTERTEK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. INTERTEK MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE AVAILABLE UNINTERRUPTED, ON A TIMELY BASIS, SECURE, OR ERROR- FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, AND (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS OBTAINED AT YOUR OWN DISCRETION AND RISK AND INTERTEK SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. INTERTEK IS NOT AND SHALL NOT BE LIABLE OR RESPONSIBLE FOR THE IMPROPER, ILLEGAL OR “BAD ACTS” OF ANY THIRD PARTY OR ANY USER OF THE SERVICE, NOR FOR ANY UNAUTHORIZED USE OF THE SERVICE OR ANY ANY INFORMATION OR DATA THEREIN. THE TERMS OF THIS PARAGRPAH 8 SHALL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

  1. LIMITATION OF LIABILITY

IN NO EVENT SHALL INTERTEK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, EVEN IF INTERTEK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE, WHETHER ARISING FROM YOUR ACCESS TO OR USE OF THE SERVICE OR ICARE, OR OTHERWISE. INTERTEK’S ENTIRE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED ONE THOUSAND DOLLARS (U.S. $1,000). THE TERMS OF THIS PARAGRAPH 9 SHALL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

  1. INDEMNITY

You shall defend, indemnify and hold harmless Intertek, its subsidiaries, affiliates, parent and their future assignees, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys', experts’ and consultants’ fees and costs, arising out of or in any way connected with Your access to or use of the Service. This requirement shall be interpreted and enforced to the maximum extent permitted by law.

 

  1. LINKS TO WEB SITE

Through the Service, You may be exposed to hyperlinks to websites controlled by parties other than Intertek. Intertek is not responsible for and does not endorse or accept any responsibility for the content or use of these websites. You should refer to the policies posted by other websites regarding privacy and other topics before You use them.

 

  1. SEGMENTATION

You acknowledge that the Service acquired hereunder is offered by Intertek separately from any other service offered by Intertek. You understand that You have the right to acquire other Intertek products and services without acquiring the Service, and that You have the right to acquire the Service and other Intertek products and services separately.

 

  1. APPLICABLE LAWS/MISCELLANEOUS

You agree to comply with all local rules, regulations and laws regarding online conduct and acceptable Content. Intertek reserves the right to employ agents, consultants and/or contractors in providing the services or developing, enhancing, or maintaining the Service. All matters relating to Your access to or use of the Service shall be governed by English law without regard to or the application of its conflicts of law provisions. The parties agree to submit to the exclusive jurisdiction of the English Courts in respect of any legal action or proceeding relating to Your access to, or use of, the Service, including all actions seeking to interpret or enforce the T&C.

 

You agree to comply with all applicable laws, statutes, ordinances, and regulations regarding Your use of the Service. Intertek’s failure to act with respect to a breach by You or others does not waive Intertek’s right to act with respect to subsequent or similar breaches or any of its rights under the T&C. You and Intertek are independent contracting parties, and no agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created by this T&C.

 

  1. FORCE MAJEURE

Intertek shall not be liable or deemed to be in default for any delay or failure in performance or interruption of the Service resulting directly or indirectly from acts of God, civil or military authority, acts of a public enemy, war, riots, civil disturbances, insurrections, accidents, fires, explosions, floods, the elements, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation, magnetic interference, interruptions of electric power or other utility service, unavailability of any telecommunications service or connection to any telecommunications service, computer, software, backbone or network error, or any other cause beyond Intertek’s reasonable control.

 

  1. SEVERABILITY AND REFORMATION

If any provision hereof is held invalid or unenforceable by a court or tribunal of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision hereof, and such invalidity or unenforceability shall be confined in its operation to the time, event, parties, facts and circumstances in which invalidity or unenforceability was found, and not extended to other times, events, parties, facts or circumstances. Further, as to such found invalidity or unenforceability, such invalid or unenforceable provision shall be reformed to the minimum extent required to bring it into compliance with applicable law, or to otherwise make such provision enforceable. Such reformation shall be performed by first taking into account the purposes sought by Intertek in any such clause, second, by the intent of the parties as set forth in such provision, and third, by the intent of the parties as gleaned from other provisions in the T&C. If such reformation is not possible, then such provision shall be severed from the T&C, and the remainder hereof shall remain in force and effect.

 

  1. ASSIGNABILITY

The T&C and the rights and obligations hereunder are personal to You and may not be assigned by any act or by operation of law.

 

  1. CONSTRUCTION

The parties to the T&C shall not be bound by any agent's or employee's representation, promise, or inducement not set forth in the T&C. No course of prior dealings between the parties and no usage of trade shall be relevant or admissible to supplement, explain, or vary any of the terms of the T&C. Acceptance of or acquiescence in a course of performance rendered under this or any prior T&C shall not be relevant or admissible to determine the meaning of the T&C, even though the accepting or acquiescing party has knowledge of the nature of the performance and an opportunity to make objection. No representations, understandings, or terms or conditions have been made or relied upon in the making of the T&C other than those specifically set forth herein.

 

  1. COPYRIGHT/ TRADEMARK AND PRESS RELEASE INFORMATION

iCare and any module herein are trademarks of Intertek. Other names appearing in the Service may be trademarks of their respective owners. You agree that any and all press releases and other public announcements related to the T&C and subsequent transactions between Intertek and You, including the method and timing of such announcements, and any use of any Intertek trademark, must be pre-approved by Intertek in writing.

 

  1. CONTACT INFORMATION

If You have any questions regarding the T&C or the Service, please contact Intertek via email at icare@intertek.com.